<PAGE>
PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Fischer & Porter Company
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
337693-10-5
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).<PAGE>
PAGE 2
CUSIP No. 337693-10-5 13G Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transamerica Occidental Life Insurance Company
95-1060502
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 739,952
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
739,952
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,952
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.97%
12 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
PAGE 3
CUSIP No. 337693-10-5 13G Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transamerica Insurance Corporation of California
95-2634355
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 739,952
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
739,952
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,952
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.97%
12 TYPE OF REPORTING PERSON*
HC and IC
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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CUSIP No. 337693-10-5 13G Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transamerica Investment Services, Inc.
94-1632699
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 739,952
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
739,952
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,952
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.97%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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CUSIP No. 337693-10-5 13G Page 5 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transamerica Corporation
94-0932740
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 739,952
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
739,952
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,952
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.97%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
PAGE 6
CUSIP No. 337693-10-5 13G Page 6 of 13 Pages
Item 1(a). Name of Issuer.
Fischer & Porter Company.
Item 1(b). Address of Issuer's Principal Executive Offices.
125 East County Line Road, Warminster, Pennsylvania
18974.
Item 2(a). Name of Person Filing.
This statement is filed by Transamerica Occidental Life
Insurance Company ("Occidental"); Transamerica Insurance Corporation of
California, the parent of Occidental ("TICC"); Transamerica Investment
Services, Inc. ("TIS"); and Transamerica Corporation, the parent of
TICC and TIS ("Transamerica") (collectively, the "Companies").
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of Transamerica is 600 Montgomery Street,
San Francisco, California 94111, and the address of each of the other
Companies is 1150 South Olive Street, Los Angeles, California 90015.
Item 2(c). Citizenship.
Occidental and TICC are California corporations and
Transamerica and TIS are Delaware corporations.
Item 2(d). Title of Class of Securities.
Common Stock, $1.00 par value ("Common Stock").
Item 2(e). CUSIP Number.
337693-10-5.<PAGE>
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CUSIP No. 337693-10-5 13G Page 7 of 13 Pages
Item 3. Type of Reporting Person.
Each of the Companies is filing this statement pursuant
to Rule 13d-2(b). Occidental is an insurance company as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934; TICC is an
insurance company as defined in Section 3(a)(19) of the Securities
Exchange Act of 1934 and a parent holding company in accordance with
Rule 13d-1(b)(1)(ii)(G); TIS is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940; and Transamerica is
a parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G).
Item 4. Ownership.
Reference is hereby made to Items 5 - 9 and 11 of each
of the cover pages to this statement, which items are incorporated by
reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
TICC is deemed to be the beneficial owner of the 739,952
shares of Common Stock owned by its subsidiary, Occidental, all of
which are owned by Occidental for its own account.
TIS is deemed to be the beneficial owner of 739,952
shares of Common Stock pursuant to separate arrangements whereby TIS<PAGE>
PAGE 8
CUSIP No. 337693-10-5 13G Page 8 of 13 Pages
acts as investment adviser to certain individuals and entities,
including Occidental. Each of the individuals and entities for which
TIS acts as investment adviser has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the securities purchased or held pursuant to such arrangements. The
739,952 shares of Common Stock are owned by Occidental for its own
account.
Transamerica is deemed to be the beneficial owner of
739,952 shares of Common Stock because of its ownership of TICC and
TIS.
To the knowledge of the Companies, no other person has
the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
TICC and Transamerica are filing this statement pursuant
to Rule 13d-1(b)(1)(ii)(G) and not pursuant to Rule 13d-1(c). The
identity and Item 3 classification of their relevant subsidiaries are
set forth on Exhibit A attached hereto and incorporated herein by
reference.
<PAGE>
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CUSIP No. 337693-10-5 13G Page 9 of 13 Pages
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certify that, to the
best of their knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction
having such purposes or effect.
<PAGE>
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CUSIP No. 337693-10-5 13G Page 10 of 13 Pages
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
February 11, 1994 By: Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE
CORPORATION OF CALIFORNIA
February 11, 1994 By: Richard N. Latzer
Senior Vice President
Transamerica Corporation
Its Attorney-in-Fact
TRANSAMERICA INVESTMENT
SERVICES, INC.
February 11, 1994 By: Richard N. Latzer
President and Chief
Executive Officer
TRANSAMERICA CORPORATION
February 11, 1994 By: Richard N. Latzer
Senior Vice President and
Chief Investment Officer<PAGE>
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CUSIP No. 337693-10-5 13G Page 11 of 13 Pages
Pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, the undersigned, Transamerica Occidental Life
Insurance Company, a California corporation, Transamerica Insurance
Corporation of California, a California corporation, Transamerica
Investment Services, Inc., a Delaware Corporation, and Transamerica
Corporation, a Delaware corporation, and each of them, hereby agree
that the statement on Schedule 13G, dated February 11, 1994 and any
amendments thereto, are filed on behalf of each of them.
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
February 11, 1994 By: Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE
CORPORATION OF CALIFORNIA
February 11, 1994 By: Richard N. Latzer
Senior Vice President
Transamerica Corporation
Its Attorney-in-Fact
<PAGE>
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CUSIP No. 337693-10-5 13G Page 12 of 13 Pages
TRANSAMERICA INVESTMENT
SERVICES, INC.
February 11, 1994 By: Richard N. Latzer
President and Chief
Executive Officer
TRANSAMERICA CORPORATION
February 11, 1994 By: Richard N. Latzer
Senior Vice President and
Chief Investment Officer<PAGE>
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CUSIP No. 337693-10-5 13G Page 13 of 13 Pages
Occidental is an insurance company as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934. Occidental is
a wholly owned subsidiary of TICC.
TICC is an insurance company as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934. TIS is an
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. Both TICC and TIS are wholly owned subsidiaries
of Transamerica.
Exhibit A
